SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CALIHAN JOSEPH L

(Last) (First) (Middle)
C/O BRADFORD CAPITAL PARTNERS
133 FREEPORT ROAD

(Street)
PITTSBURGH PA 15215

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TOLLGRADE COMMUNICATIONS INC \PA\ [ TLGD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/05/2008 S(1) 100(1)(2) D $6.76(1) 1,547,423(2) I See footnotes(3)(4)
Common Stock 09/05/2008 S(1) 200(1)(2) D $6.77(1) 1,547,223(2) I See footnotes(3)(4)
Common Stock 09/05/2008 S(1) 170(1)(2) D $6.78(1) 1,547,043(2) I See footnotes(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
CALIHAN JOSEPH L

(Last) (First) (Middle)
C/O BRADFORD CAPITAL PARTNERS
133 FREEPORT ROAD

(Street)
PITTSBURGH PA 15215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Lynch Steven J

(Last) (First) (Middle)
C/O BRADFORD CAPITAL PARTNERS
133 FREEPORT ROAD

(Street)
PITTSBURGH PA 15215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BRADFORD CAPITAL PARTNERS

(Last) (First) (Middle)
133 FREEPORT ROAD

(Street)
PITTSBURGH PA 15215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BCP Investment LLC

(Last) (First) (Middle)
C/O BRADFORD CAPITAL PARTNERS
133 FREEPORT ROAD

(Street)
PITTSBURGH PA 15215

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The Reporting Persons have already made payments in full to the Issuer to satisfy all potential Section 16(b) liability relating to these transactions.
2. All of the listed shares are or were owned directly by Bradford Capital Partners ("BCP").
3. This form is filed by Joseph L. Calihan; Steven J. Lynch; BCP; and BCP Investment LLC. BCP Investment LLC is the sole general partner of BCP. Mr. Calihan and Mr. Lynch are the sole managers of BCP Investment LLC.
4. Each Reporting Person disclaims beneficial ownership of any of the securities reported herein except to the extent of its pecuniary interest therein. Additionally, pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, each Reporting Person states that this filing shall not be deemed an admission that such Reporting Person is or was the beneficial owner of any of the securities reported herein.
Remarks:
/s/ Joseph L. Calihan /s/ Steven J. Lynch, individually and as President of BCP Investment LLC, General Partner of Bradford Capital Partners, on behalf of BCP Investment LLC and Bradford Capital Partners 11/12/2008
Steven J. Lynch 11/12/2008
Steven J. Lynch, President of BCP Investment LLC, General Partner of Bradford Capital Partners 11/12/2008
Steven J. Lynch, President 11/12/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.